Exhibit 10.4





 



 


CUSTODY AGREEMENT


 


 






 


dated as of February 28, 2022


 


by and between


 


REDWOOD ENHANCED INCOME CORP.


 


(“Company”)


 


and


 


U.S. Bank
National Association


 


(“Custodian” and “Document Custodian”)


 






    


     


    

 


TABLE OF CONTENTS


 


			Page
	 	 	 
	1.	DEFINITIONS	1
	2.	DUTIES OF CUSTODIAN	9
	3.	DUTIES OF DOCUMENT CUSTODIAN	18
	4.	REPORTING	18
	5.	DEPOSIT IN U.S. SECURITIES SYSTEMS	19
	6.	SECURITIES HELD OUTSIDE OF THE UNITED STATES	20
	7.	CERTAIN GENERAL TERMS	23
	8.	COMPENSATION OF CUSTODIAN	26
	9.	RESPONSIBILITY OF CUSTODIAN	26
	10.	SECURITY CODES	29
	11.	TAX LAW	30
	12.	EFFECTIVE PERIOD AND TERMINATION	30
	13.	REPRESENTATIONS AND WARRANTIES	31
	14.	PARTIES IN INTEREST; NO THIRD PARTY BENEFIT	32
	15.	NOTICES	33
	16.	PROPRIETARY AND CONFIDENTIAL INFORMATION	33
	17.	CHOICE OF LAW AND JURISDICTION	34
	18.	ENTIRE AGREEMENT; COUNTERPARTS	34
	19.	AMENDMENT; WAIVER	35
	20.	SUCCESSOR AND ASSIGNS	35
	21.	SEVERABILITY	36
	22.	REQUEST FOR INSTRUCTIONS	36
	23.	OTHER BUSINESS	36
	24.	REPRODUCTION OF DOCUMENTS	36
	25.	MISCELLANEOUS	36



 


SCHEDULES A


 


EXHIBIT A


 






    i


     


    

 


THIS CUSTODY AGREEMENT (this “Agreement”)
is dated as of February 28, 2022 and is by and between REDWOOD ENHANCED INCOME CORP. (and any successor or permitted assign, the
 “Company”), a Maryland corporation, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting
hereunder) as custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”)
and as document custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Document
Custodian”).


 


RECITALS


 


WHEREAS, the Company is a
closed-end management investment company, which intends to elect to be treated as a business development company under the Investment
Company Act of 1940, as amended (the “1940 Act”);


 


WHEREAS, the Company desires
to retain U.S. Bank National Association to act as custodian and as document custodian for the Company;


 


WHEREAS, the Company desires
that certain of the Company’s Securities (as defined below) and cash be held and administered by the Custodian pursuant to this
Agreement so that the Company is in compliance with Section 17(f) of the 1940 Act; and


 


WHEREAS, the Company desires
that certain of the Company’s Loan Files (as defined below) be held by the Document Custodian pursuant to this Agreement;


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


 


1.             DEFINITIONS


 


1.1            Defined
Terms. In addition to terms expressly defined elsewhere herein, the following words shall have the following meanings as used in this
Agreement:


 


“Account” or “Accounts”
means the Cash Account and the Securities Account collectively.


 


“Agreement” means
this Custody Agreement (as the same may be amended from time to time in accordance with the terms hereof).


 


“Authorized Person”
has the meaning set forth in Section 7.4(a).


 


“Business Day” means
any day that is not Saturday or Sunday and is not a legal holiday or a day in which banking institutions generally are authorized or obligated
by law or regulation to remain closed in New York, New York, or the city in which the Custodian or Document Custodian (pursuant to Section 15
hereunder) or any Foreign Sub-Custodian is located.


 






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“Cash Account” means
any or all of the accounts to be established at U.S. Bank National Association or any affiliate to which the Custodian shall deposit
or credit and hold any cash Proceeds received by it from time to time from or with respect to the Securities or the sale of the Securities
of the Company, as applicable, which accounts shall be designated the “Redwood Enhanced Income Corp. Cash Interest Proceeds Account”
and the “Redwood Enhanced Income Corp. Cash Principal Proceeds Account.”


 


“Company” has the
meaning set forth in the first paragraph of this Agreement.


 


“Confidential Information”
means any databases, computer programs, screen formats, screen designs, report formats, interactive design techniques, and other similar
or related information that may be furnished to the Company by the Custodian from time to time pursuant to this Agreement.


 


“Custodian” has the
meaning set forth in the first paragraph of this Agreement.


 


“Document Custodian”
has the meaning set forth in the first paragraph of this Agreement.


 


“Eligible Foreign Custodian”
has the meaning set forth in Rule 17f-5(a)(1), including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5),
a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of
a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.


 


“Eligible Investment”
means any investment that at the time of its acquisition is one or more of the following:


 


(a)            United
States government and agency obligations;


 


(b)            commercial
paper having a rating assigned to such commercial paper by Standard & Poor’s Rating Services or Moody’s Investor
Service, Inc. (or, if neither such organization shall rate such commercial paper at such time, by any nationally recognized rating
organization in the United States of America) equal to one of the two highest ratings assigned by such organization, it being understood
that as of the date hereof such ratings by Standard & Poor’s Rating Services are “A1+” and “A1”
and such ratings by Moody’s Investor Service, Inc. are “P1” and “P2”;


 


(c)            interest
bearing deposits in United States dollars in United States banks with an unrestricted surplus of at least U.S. $250,000,000, maturing
within one year; and


 


(d)            money
market funds (including funds of the bank serving as Custodian or its affiliates) or United States government securities funds designed
to maintain a fixed share price and high liquidity.


 


“Eligible Securities Depository”
has the meaning set forth in Section (b)(1) of Rule 17f-7 under the 1940 Act.


 


“ERISA” has the meaning
set forth in Section 13.1(c).


 






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“Federal Reserve Bank Book-Entry
System” means a depository and securities transfer system operated by the Federal Reserve Bank of the United States on which
are eligible to be held all United States Government direct obligation bills, notes and bonds.


 


“Financing Documents”
has the meaning set forth in Section 3.3(b)(ii).


 


“Foreign Intermediary”
means a Foreign Sub-custodian and Eligible Securities Depository.


 


“Foreign Sub-custodian”
means and includes any Sub-Custodian appointed to administer any of the Company’s Foreign Securities, pursuant to Section 6
below.


 


“Foreign Securities”
means Securities for which the primary market is outside the United States.


 


“Investment Manager”
means Redwood Capital Management, LLC or any investment manager identified to the Custodian or the Document Custodian by the Company in
writing.


 


“Loan” means any
U.S. dollar denominated commercial loan, or participation therein, whether made by a bank or other financial institution and/or made in
a direct lending capacity to the borrower thereunder or otherwise, that by its terms provides for payments of principal and/or interest,
including discount obligations and payment-in-kind obligations, acquired by the Company from time to time.


 


“Loan Assignment Agreement”
has the meaning set forth in Section 3.3(b)(ii).


 


“Loan Checklist”
means a list delivered by the Company (or the Investment Manager on its behalf) to the Document Custodian in connection with delivery
of each Loan to the Document Custodian that identifies the items contained in the related Loan File.


 


“Loan File” means,
with respect to each Loan delivered to the Document Custodian, each of the Required Loan Documents identified on the related Loan Checklist.


 


“Noteless Loan” means
a Loan with respect to which (i) the related loan agreement does not require the obligor to execute and deliver an Underlying Note
to evidence the indebtedness created under such Loan and (ii) no Underlying Notes are outstanding with respect to the portion of
the Loan transferred to the Company.


 


“Participation” means
an interest in a Loan that is acquired indirectly by way of a participation from a selling institution.


 


“Participation Agreement”
has the meaning set forth in Section 3.3(b)(ii).


 


“Person” means any
individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any
beneficiary thereof) unincorporated organization, or any government or agency or political subdivision thereof.


 






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“Plan-assets Vehicle”
has the meaning set forth in Section 13.1(c).


 


“Proceeds” means,
collectively, (i) the net cash proceeds to the Company of any offering by the Company of any class of securities issued by the Company
(including any drawdowns in respect of committed capital in connection therewith), (ii) cash distributions, earnings, dividends,
fees and other cash payments paid on the Securities by or on behalf of the issuer or obligor thereof, or applicable paying agent or administrative
agent, (iii) the net cash proceeds of the sale or other disposition of the Securities pursuant to the terms of this Agreement (and
any Reinvestment Earnings from investment of the foregoing) and (iv) the net cash proceeds to the Company of any borrowing or other
financing by the Company.


 


“Proper Instructions”
means instructions (including Trade Confirmations) received by the Custodian or Document Custodian in form acceptable to it, from the
Company, the Investment Manager or any Person duly authorized by the Company or the Investment Manager in any of the following forms acceptable
to the Custodian or Document Custodian:


 


(a)            in
writing signed by an Authorized Person (and delivered by hand, by mail, by electronic mail or by overnight courier);


 


(b)            by
electronic mail (or other electronic transmission) from an Authorized Person;


 


(c)            in
a communication utilizing access codes effected between electro mechanical or electronic devices; or


 


(d)           such
other means as may be agreed upon from time to time by the Custodian or Document Custodian and the party giving such instructions, including
oral instructions and any SWIFT Transmissions (as defined in Section 7.4(d));


 


provided that, for any transaction involving
cash (e.g., withdrawals, transfers and disbursements) or assets, the Custodian shall confirm that the instruction is authorized by an
Authorized Person by telephone call-back at the telephone number designated by the Fund. The Authorized Person confirming the instruction
shall be a person other than the Authorized Person from whom the Instruction was received.


 


“Reinvestment Earnings”
has the meaning set forth in Section 3.6(b).


 


“Request for Release”
means a request for release of any Loan File, which request shall be either (i) delivered to the Document Custodian substantially
in the form of Exhibit A hereto or (ii) as otherwise agreed to between the Document Custodian and the Company.


 


“Required Loan Documents”
means, for each Loan, the relevant Underlying Loan Documents that the Company delivers to the Custodian from time to time, which shall
include a Loan Checklist identifying for such Loan the Required Loan Documents to be delivered and which may include:


 


(a)  other
than in the case of a Participation, (i) an executed copy of the Assignment for such Loan, as identified on the Loan Checklist, or
(ii) in the case of a directly originated Loan, such documents as may be identified in the Loan Checklist;


 






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(b)  with the
exception of Noteless Loans and Participations, the original executed Underlying Note endorsed by the issuer or the prior holder of record
in blank or to the Company, as identified on the Loan Checklist;


 


(c)  (i) if
the Company is the sole lender or if the Company or an affiliate of the Company acts as agent for the lenders, (A) an executed copy
of the Underlying Loan Agreement (which may be included in the Underlying Note if so indicated in the Loan Checklist), together with a
copy of all amendments and modifications thereto, as identified on the Loan Checklist; (B) a copy of each related security agreement
(if any) signed by the applicable Obligor(s), as identified on the Loan Checklist; (C) a copy of each related guarantee (if any)
then executed in connection with such Loan, as identified on the Loan Checklist , and (ii) in all other cases, such copies of the
documents described in clauses (A), (B) and (C), which may not be executed copies, as are reasonably available to the Company, as
identified on the Loan Checklist; and


 


(d) a copy
of the Loan Checklist.


 


“Securities” means,
collectively, (i) the investments, including Loans, acquired by the Company and delivered to the Custodian or Document Custodian
by the Company from time to time during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind
(e.g., non-cash dividends) from the investments described in clause (i). For avoidance of doubt, the term “securities” includes
stocks, shares, bonds, debentures, notes, mortgages or other obligations and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase, or subscribe for the same, or evidencing or representing any other rights or interests therein,
or in any property or assets.


 


“Securities Account”
means the segregated account to be established at U.S. Bank National Association or any affiliate to which the Custodian shall deposit
or credit and hold the Securities (other than Loans) received by it pursuant to this Agreement, which account shall be designated the
 “Redwood Enhanced Income Corp. Securities Custody Account”.


 


“Securities Depository”
means The Depository Trust Company and any other clearing agency registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which acts as a system for the central handling
of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible
and may be transferred or pledged by bookkeeping entry without physical delivery of the Securities.


 


“Securities System”
means the Federal Reserve Book-Entry System, a clearing agency which acts as a Securities Depository, or another book entry system for
the central handling of securities (including an Eligible Securities Depository).


 






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“Street Delivery Custom”
means a custom of the United States securities market to deliver securities which are being sold to the buying broker for examination
to determine that the securities are in proper form.


 


“Street Name” means
the form of registration in which the securities are held by a broker who is delivering the securities to another broker for the purposes
of sale, it being an accepted custom in the United States securities industry that a security in Street Name is in proper form for delivery
to a buyer and that a security may be re-registered by a buyer in the ordinary course.


 


“Sub-Custodian” shall
mean and include (i) any branch of a “U.S. bank,” as that term is defined in Rule 17f-5 under the 1940 Act, and
(ii) any “Eligible Foreign Custodian”, as that term is defined in Rule 17f-5 under the 1940 Act, having a contract
with the Custodian which the Custodian has determined will provide reasonable care of assets of the Company based on the standards specified
in Section 9.3. below. Such contract shall be in writing and shall include provisions that provide: (i) for indemnification
or insurance arrangements (or any combination of the foregoing) such that the Company will be adequately protected against the risk of
loss of assets held in accordance with such contract; (ii) that the Foreign Securities will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the Sub-Custodian or its creditors except a claim of payment for their safe custody
or administration, in the case of cash deposits, liens or rights in favor of creditors of the Sub-Custodian arising under bankruptcy,
insolvency, or similar laws; (iii) that beneficial ownership for the Foreign Securities will be freely transferable without the payment
of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying the assets
as belonging to the Company or as being held by a third party for the benefit of the Company; (v) that the Company’s independent
public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Company
will receive periodic reports with respect to the safekeeping of the Company’s assets, including, but not limited to, notification
of any transfer to or from the Company's account or a third party account containing assets held for the benefit of the Company. Such
contract may contain, in lieu of any or all of the provisions specified in (i)-(vi) above, such other provisions that the Custodian
determines will provide, in their entirety, the same or a greater level of care and protection for Company assets as the specified provisions.


 


“Subsidiary” means,
collectively, any wholly owned subsidiary of the Company identified to the Custodian by the Company.


 


“Trade Confirmation”
means a trade ticket or confirmation to the Custodian from the Company of the Company’s acquisition of a Loan, and setting forth
applicable information with respect to such Loan, in such form as may be acceptable to the Custodian.


 


“UCC” means the Uniform
Commercial Code as in effect from time to time in the State of New York.


 






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“Underlying Loan Agreement”
means, with respect to any Loan, the document or documents evidencing the commercial loan agreement or facility pursuant to which such
Loan is made.


 


“Underlying Loan Documents”
means, with respect to any Loan, the related Underlying Loan Agreement together with any agreements and instruments (including any Underlying
Note) executed or delivered in connection therewith.


 


“Underlying Note”
means the one or more promissory notes executed by an obligor evidencing a Loan.


 


1.2            Construction.
In this Agreement unless the contrary intention appears:


 


		(a)	any reference to this Agreement or another agreement or instrument refers to such agreement or instrument
as the same may be amended, modified or otherwise rewritten from time to time;



 


		(b)	a reference to a statute, ordinance, code or other law includes regulations and other instruments under
it and consolidations, amendments, re-enactments or replacements of any of them;



 


		(c)	any term defined in the singular form may be used in, and shall include, the plural with the same meaning,
and vice versa;



 


		(d)	a reference to a Person includes a reference to the Person’s executors, custodians, successors and
permitted assigns;



 


		(e)	an agreement, representation or warranty in favor of two or more Persons is for the benefit of them jointly
and severally;



 


		(f)	an agreement, representation or warranty on the part of two or more Persons binds them jointly and severally;



 


		(g)	a reference to the term “including” means “including, without limitation,”;



 


		(h)	a reference to any accounting term is to be interpreted in accordance with generally accepted principles
and practices in the United States, consistently applied, unless otherwise instructed by the Company; and



 


		(i)	any reference to “execute”, “executed”, “sign”, “signed”,
 “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation,
any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S.
Electronic Signatures in Global and National Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records
Act (“ESRA”), which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar
platform identified by the Company and reasonably available at no undue burden or expense to the Custodian), except to the extent the
Custodian requests otherwise. Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures
were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder.



 






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1.3            Headings.
Headings are inserted for convenience and do not affect the interpretation of this Agreement.


 


1.4            Appointment
and Acceptance. (a) The Company hereby appoints the Custodian as custodian of Securities and Proceeds owned by the Company and
the Subsidiaries (as applicable) and delivered to the Custodian from time to time during the period of this Agreement, on the terms and
conditions set forth in this Agreement (which shall include any addendum hereto which is hereby incorporated herein and made a part of
this Agreement), and the Custodian hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement
with respect to it subject to and in accordance with the provisions hereof.


 


		(a)	The Company hereby appoints the Document Custodian as custodian to hold the Loan Files and Required Loan
Documents owned by the Company and the Subsidiaries (as applicable) and delivered to the Document Custodian from time to time during the
period of this Agreement on the terms and conditions set forth in this Agreement (which shall include any addendum hereto which is hereby
incorporated herein and made a part of this Agreement), and the Document Custodian hereby accepts such appointment and agrees to perform
the services and duties set forth in this Agreement with respect to it and subject to and in accordance with the provisions hereof. Any
Account may contain any number of sub-accounts for the convenience of the Custodian or as required by the Company for convenience in administering
such accounts.



 


1.5            Instructions.
The Company agrees that it shall from time to time provide, or cause to be provided, to the Custodian or Document Custodian all necessary
instructions and information, and shall respond promptly to all inquiries and requests of the Custodian or Document Custodian, as may
reasonably be necessary to enable the Custodian or Document Custodian to perform its duties hereunder.


 


1.6            Company
Responsible For Directions. The Company is solely responsible for directing the Custodian with respect to deposits to, withdrawals
from and transfers to or from the Accounts. Without limiting the generality of the foregoing, except for the performance of its obligations
explicitly set forth herein, the Custodian has no responsibility for the Company’s compliance with the 1940 Act, any restrictions,
covenants, limitations or obligations to which the Company may be subject or for which it may have obligations to third-parties in respect
of the Accounts, and the Custodian shall have no liability for the application of any funds made in accordance with Proper Instructions
of the Company. The Company shall be solely responsible for properly instructing all applicable payors to make all appropriate payments
to the Custodian for deposit to the Accounts, and for properly instructing the Custodian with respect to the allocation or application
of all such deposits.


 






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2.             DUTIES
OF CUSTODIAN


 


2.1            Segregation.
All Securities and non-cash property held by the Custodian, as applicable, for the account of the Company (other than Securities maintained
in a Securities Depository or Securities System) shall be physically segregated from other Securities and non-cash property in the possession
of the Custodian and shall be identified as subject to this Agreement.


 


2.2            Accounts.


 


		(a)	The Custodian shall open and maintain at U.S. Bank National Association or any affiliate the Cash Account
to which the Custodian shall deposit or credit and hold any cash or Proceeds received by it from time to time on behalf of the Company
whether from or with respect to the Securities or the sale of the interest of the Company, pursuant to a drawdown in respect of committed
capital to the Company, or otherwise, as applicable.



 


		(b)	The Custodian shall open and maintain at U.S. Bank National Association or any affiliate Securities Account
in the name of the Company, subject only to order of the Custodian, in which the Custodian shall enter and carry, subject to Section 3.6(b),
all Securities (other than Loans) and other assets of the Company which are delivered to it in accordance with this Agreement. For avoidance
of doubt, the Custodian shall not be required to credit or deposit Loans in the Securities Account but shall instead maintain a register
(in book-entry form or in such other form as it shall deem necessary or desirable) of such Loans, containing such information as the Company
and the Custodian may reasonably agree; provided that, with respect to such Loans, all Required Loan Documents shall be held in safekeeping
by the Document Custodian, individually segregated from the securities and investments of any other Person and marked so as to clearly
identify them as the property of the Company and as set forth in this Agreement.



 


The Custodian shall have no power or
authority to assign, hypothecate, pledge or otherwise dispose of any such Securities and investments except pursuant to the direction
of the Company (or the Investment Manager on its behalf) under the terms of this Agreement.


 






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2.3            Delivery
of Cash and Securities to Custodian.


 


		(a)	The Company shall deliver, or cause to be delivered, to the Custodian the Company’s Securities,
cash and other investment assets, including (i) payments of income, payments of principal and capital distributions received by the
Company with respect to such Securities, cash or other assets owned by the Company at any time during the period of this Agreement; and
(ii) cash received by the Company for the issuance, at any time during such period, of Shares or other securities or in connection
with a borrowing by the Company. With respect to Loans, Required Loan Documents and other Underlying Loan Documents shall be delivered
to the Document Custodian and at the address identified in Section 15(c) hereof. With respect to assets other than Loans, such
assets shall be delivered to the Custodian in its role as, and (where relevant) at the address identified for, the Custodian.  Except
to the extent otherwise expressly provided herein, delivery of Securities to the Custodian shall be in Street Name or other good delivery
form. The Custodian shall not be responsible for such Securities, cash or other assets until actually delivered to, and received by it.
With respect to Securities (other than Loan Assets and assets in the nature of “general intangibles” (as hereinafter defined))
held by the Custodian in its capacity as a “securities intermediary” (as defined in Section 8-102 of the Uniform Commercial
Code as in effect in the State of New York (the “UCC”)), the Custodian shall be obligated to exercise due care in accordance
with reasonable commercial standards in discharging the duties as a securities intermediary to hold such Securities.



 


		(b)	(i)In connection with its acquisition of a Loan or other delivery of a Security constituting a Loan,
the Company shall deliver or cause to be delivered to the Custodian (in its roles as, and at the address identified for, the Custodian
and Document Custodian) a properly completed Trade Confirmation containing such information in respect of such Loan as the Custodian may
reasonably require in order to enable the Custodian to perform its duties hereunder in respect of such Loan on which the Custodian may
conclusively rely without further inquiry or investigation, in such form and format as the Custodian reasonably may require, and shall
deliver to the Document Custodian (in its role as, and at the address identified for, the Document Custodian) the Required Loan Documents
for all Loans, including the Loan Checklist.



 


(ii)            Notwithstanding
any term hereof or elsewhere to the contrary, (1) it is hereby expressly acknowledged that (i) interests in Loans may be acquired
by the Company from time to time which are not evidenced by, or accompanied by delivery of, a Security or an instrument, as that term
is defined in Section 9-102(a)(4a) of the UCC, and may be evidenced solely by delivery to the Custodian of an electronic copy of
an assignment agreement (“Loan Assignment Agreement”) in favor of the Company as assignee or, in respect of any Loan
acquired by participation interest, a participation agreement (a “Participation Agreement”) in favor of the Customer
as participant, (ii) any such Loan Assignment Agreement or Participation Agreement (and the registration of the related Loan on the
books and records of the applicable obligor or bank agent) shall be registered in the name of the Company (or its nominee), and (iii) any
duty on the part of the Custodian with respect to such Loan shall be limited to the exercise of reasonable care by the Custodian in the
physical custody of any such Loan Assignment Agreement, Participation Agreement, and any related instrument, security, credit agreement,
assignment agreement and/or other agreements or documents, if any (collectively, “Financing Documents”), that may be
delivered to it, and (2) nothing herein shall require the Custodian to credit to the Securities Account or to treat as a financial
asset (within the meaning of Section 8-102(a)(9) of the UCC) any such Loan or other asset in the nature of a general intangible
(as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. The Custodian is not
under a duty to examine any such Financing Documents, or any underlying credit agreements or loan documents for such Loan to determine
the validity, sufficiency, marketability or enforceability of any Loan Assignment Agreement, Participation Agreement or other Financing
Document (and shall have no responsibility for the genuineness or completeness thereof), or for the Company’s title to any related
Loan. The Custodian may assume the genuineness of each such Financing Document it may receive and the genuineness and due authority of
any signatures appearing thereon, and shall be entitled to assume that each such Financing Document it may receive is what it purports
to be. If an original Security or instrument is or shall be or becomes available with respect to any such Loan, it shall be the sole responsibility
of the Company to make or cause delivery thereof to the Custodian, and the Custodian shall not be under any obligation at any time to
determine whether any such original security or instrument has been or is required to be issued or made available in respect of any Loan
or to compel or cause delivery thereof to the Custodian.


 






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(iii)           The
Custodian may assume the genuineness of any such Financing Document it may receive and the genuineness and due authority of any signatures
appearing thereon, and shall be entitled to assume that each such Financing Document it may receive is what it purports to be. If an original
 “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC, respectively,
is or shall be or become available with respect to any Loan to be held by the Custodian under this Agreement, it shall be the sole responsibility
of the Company to make or cause delivery thereof to the Custodian or the Document Custodian, and the Custodian shall not be under any
obligation at any time to determine whether any such original security or instrument has been or is required to be issued or made available
in respect of any Loan or to compel or cause delivery thereof to the Custodian or the Document Custodian.


 


(iv)           Contemporaneously
with the acquisition of any Loan, the Company shall (1) cause any appropriate Financing Documents evidencing such Loan to be delivered
to the Custodian; (2) if requested by the Custodian, provide to the Custodian an amortization schedule of principal payments and
a schedule of the interest payable date(s) identifying the amount and due dates of all scheduled principal and interest payments
for such Loan; (3) provide to the Custodian a properly completed Trade Confirmation containing such information in respect of such
Loan as the Custodian may reasonably require in order to enable the Custodian to perform its duties hereunder in respect of such Loan
on which the Custodian may conclusively rely without further inquiry or investigation, in such form and format as the Custodian reasonably
may require; (4) take all actions necessary for the Company to acquire good title to such Loan; and (5) take all actions as
may be necessary (including appropriate payment notices and instructions to bank agents or other applicable paying agents or administrative
agents) to cause (A) all payments in respect of the Loan to be made to the Custodian and (B) all notices, solicitations and
other communications in respect of such Loan to be directed to the Company. The Custodian shall have no liability for any delay or failure
on the part of the Company to provide necessary information to the Custodian, or for any inaccuracy therein or incompleteness thereof,
or for any delay or failure on the part of the Company to give such effective payment instruction to bank agents and other paying agents
or administrative agents, in respect of the Loans. With respect to each such Loan, the Custodian shall be entitled to rely on any information
and notices it may receive from time to time from the related bank agent, obligor, participating bank, nationally recognized pricing service
or vendor, reputable financial information reporting source or similar party with respect to the related Loan, and shall be entitled to
update its records (as it may deem necessary or appropriate), or from the Company, on the basis of such information or notices received,
without any obligation on its part independently to verify, investigate or recalculate such information.


 






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2.4            Release
of Securities.


 


		(a)	The Custodian or Document Custodian shall release and if applicable, ship for delivery, or direct its
agents or Sub-Custodian to release and if applicable, ship for delivery, as the case may be, Securities or Required Loan Documents (or
other Underlying Loan Documents) of the Company held by the Custodian, its agents or its Sub-Custodian from time to time upon receipt
of Proper Instructions (which shall, among other things, specify the Securities or Required Loan Documents (or other Underlying Loan Documents)
to be released, with such delivery and other information as may be necessary to enable the Custodian or Document Custodian to perform),
which may be standing instructions (in form acceptable to the Custodian) in the following cases:



 


(i)             upon
sale of such Securities by or on behalf of the Company and, such sale may, unless and except to the extent otherwise directed by Proper
Instructions, be carried out by the Custodian or the Document Custodian, as applicable:


 


(A)            in
accordance with the customary or established practices and procedures in the jurisdiction or market where the transactions occur, including
delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later
payment; or


 


(B)            in
the case of a sale effected through a Securities System, in accordance with the rules governing the operations of the Securities
System;


 


(ii)            upon
the receipt of payment in connection with any repurchase agreement related to such Securities;


 






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(iii)           to
a depositary agent in connection with tender or other similar offers for such Securities;


 


(iv)           to
the issuer thereof or its agent when such Securities are called, redeemed, retired or otherwise become payable (unless otherwise directed
by Proper Instructions, the cash or other consideration is to be delivered to the Custodian, its agents or its Sub-Custodian);


 


(v)            to
an issuer thereof, or its agent, for transfer into the name of the Custodian or of any nominee of the Custodian or into the name of any
of its agents or Sub-Custodian or their nominees or for exchange for a different number of bonds, certificates or other evidence representing
the same aggregate face amount or number of units;


 


(vi)           to
brokers clearing banks or other clearing agents for examination in accordance with the Street Delivery Custom;


 


(vii)          for
exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the Securities
of the issuer of such Securities, or pursuant to any deposit agreement (unless otherwise directed by Proper Instructions, the new securities
and cash, if any, are to be delivered to the Custodian, the Document Custodian, their agents or Sub-Custodian);


 


(viii)         in
the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for definitive securities (unless otherwise directed by Proper Instructions,
the new securities and cash, if any, are to be delivered to the Custodian, the Document Custodian, their agents or Sub-Custodian); and/or


 


		(ix)	for any other purpose, but only upon receipt of Proper Instructions.



 


2.5            Registration
of Securities. Securities held by the Custodian, its agents or its Sub-Custodian (other than bearer securities, securities held in
a Securities System or Securities that are Noteless Loans or Participations) shall be registered in the name of the Company or its nominee;
or, at the option of the Custodian, in the name of the Custodian or in the name of any nominee of the Custodian, or in the name of its
agents or its Sub-Custodian or their nominees; or if directed by the Company by Proper Instruction, may be maintained in Street Name.
The Custodian, its agents and its Sub-Custodian shall not be obligated to accept Securities on behalf of the Company under the terms of
this Agreement unless such Securities (other than Loans) are in Street Name or other good deliverable form.


 


2.6            Bank
Accounts and Management of Cash.


 


		(a)	Proceeds and other cash received by the Custodian from time to time shall be deposited into or credited
to the respective Cash Account as designated by the Company. All amounts deposited into or credited to the designated Cash Account shall
be subject to clearance and receipt of final payment by the Custodian.



 






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		(b)	Amounts held in each respective Cash Account from time to time may be invested in Eligible Investments
pursuant to specific written Proper Instructions (which may be standing instructions) received by the Custodian from an Authorized Person
acting on behalf of the Company. Such investments shall be subject to availability and the Custodian’s then applicable transaction
charges (which shall be at the Company’s expense). The Custodian shall have no liability for any loss incurred on any such investment.
Absent receipt of such written instruction from the Company, the Custodian shall have no obligation to invest (or otherwise pay interest
on) amounts on deposit in each respective Cash Account. In no instance will the Custodian have any obligation to provide investment advice
to the Company. Any earnings from such investment of amounts held in the Cash Accounts from time to time (collectively, “Reinvestment
Earnings”) shall be redeposited in the respective Cash Account (and may be reinvested at the written direction of the Company).
The Custodian shall have no liability for any losses on any investments made as described herein.



 


		(c)	In the event that the Company shall at any time by Proper Instructions instruct the Custodian to liquidate
any Eligible Investment in connection with a withdrawal of amounts from any of the Cash Accounts, the Custodian shall be entitled to liquidate,
and shall have no liability for any loss incurred as a result of the liquidation of, any investment of the funds credited to such account
as needed to provide necessary liquidity. Investment instructions may be in the form of standing instructions (in the form of Proper Instructions
acceptable to Custodian).



 


		(d)	The Company acknowledges that cash deposited or invested with any bank (including the bank acting as Custodian)
may make a margin or generate banking income for which such bank shall not be required to account to the Company.



 


		(e)	The Custodian shall be authorized to open such additional accounts as may be necessary or convenient for
administration of its duties hereunder, with notice to be provided to the Company.



 


2.7            Foreign
Exchange.


 


		(a)	(i)Upon the receipt of Proper Instructions, the Custodian, its agents or its Sub-Custodian may (but
shall not be obligated to) enter into all types of contracts for foreign exchange on behalf of the Company, upon terms acceptable to the
Custodian and the Company (in each case at the Company’s expense), including transactions entered into with the Custodian, its Sub-Custodian
or any affiliates of the Custodian or the Sub-Custodian. The Custodian shall have no liability for any losses incurred in or resulting
from the rates obtained in such foreign exchange transactions; and absent specific and acceptable Proper Instructions, the Custodian shall
not be deemed to have any duty to carry out any foreign exchange on behalf of the Company. The Custodian shall be entitled at all times
to comply with any legal or regulatory requirements applicable to currency or foreign exchange transactions.



 






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		(b)	The Company acknowledges that the Custodian, any Sub-Custodian or any affiliates of the Custodian or any
Sub-Custodian, involved in any such foreign exchange transactions may make a margin or generate banking income from foreign exchange transactions
entered into pursuant to this section for which they shall not be required to account to the Company.



 


2.8            Collection
of Income. Subject to Section 7.8 hereof, the Custodian, its agents or its Sub-Custodian shall use reasonable efforts to collect
on a timely basis all income and other payments with respect to the Securities held hereunder to which the Company shall be entitled,
to the extent consistent with usual custom in the securities custodian business in the United States. Such efforts shall include collection
of interest income, dividends and other payments with respect to registered domestic securities if on the record date with respect to
the date of payment by the issuer the Security is registered in the name of the Custodian or its nominee (or in the name of its agent
or Sub-Custodian, or their nominee); and interest income, dividends and other payments with respect to bearer domestic securities if,
on the date of payment by the issuer such securities are held by the Custodian or its Sub-Custodian or agent; provided, however, that
in the case of Securities held in Street Name, the Custodian shall use commercially reasonable efforts only to timely collect income.
In no event shall the Custodian’s agreement herein to collect income be construed to obligate the Custodian to commence, undertake
or prosecute any legal proceedings.


 


2.9            Payment
of Moneys.


 


		(a)	Upon receipt of Proper Instructions, which may be standing instructions, the Custodian shall pay out from
the respective Cash Account designated by the Company (or remit to its agents or its Sub-Custodian, and direct them to pay out) moneys
of the Company on deposit therein in the following cases:



 


(i)             upon
the purchase of Securities for the Company pursuant to such Proper Instructions; and such purchase may, unless and except to the extent
otherwise directed by Proper Instructions, be carried out by the Custodian:


 


(A)            in
accordance with the customary or established practices and procedures in the jurisdiction or market where the transactions occur, including
delivering money to the seller thereof or to a dealer therefor (or any agent for such seller or dealer) against expectation of receiving
later delivery of such securities; or


 


(B)            in
the case of a purchase effected through a Securities System, in accordance with the rules governing the operation of such Securities
System;


 


(ii)            for
the purchase or sale of foreign exchange or foreign exchange agreements for the account of the Company, including transactions executed
with or through the Custodian, its agents or its Sub-Custodian, as contemplated by Section 3.8 above; and


 






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(iii)           for
any other purpose directed by the Company, but only upon receipt of Proper Instructions specifying the amount of such payment, and naming
the Person or Persons to whom such payment is to be made.


 


		(b)	At any time or times, the Custodian shall be entitled to pay (i) itself and the Document Custodian
from any of the Cash Accounts, whether or not in receipt of express direction or instruction from the Company, any undisputed amounts
due and payable to it pursuant to Section 8 hereof, and (ii) as otherwise permitted by Section 7.5, Section 9.4 or
Section 12.5 below, provided, however, that in each case (x) the Custodian or Document Custodian, as applicable, shall have
first invoiced or billed the Company for such amounts and the Company shall have failed to pay and/or dispute such amounts within thirty
(30) days after the date of such invoice or bill, and (y) all such payments shall be accounted for to the Company.



 


2.10          Proxies.
The Custodian will, with respect to the Securities held hereunder, use reasonable efforts to cause to be promptly executed by the registered
holder of such Securities proxies received by the Custodian from its agents or its Sub-Custodian or from issuers of the Securities being
held for the Company, without indication of the manner in which such proxies are to be voted, and upon receipt of Proper Instructions
shall promptly deliver to the applicable issuer such proxies, proxy soliciting materials and notices relating to such Securities. In the
absence of such Proper Instructions, or in the event that such Proper Instructions are not received in a timely fashion, the Custodian
shall be under no duty to act with regard to such proxies. Notwithstanding the above, neither the Custodian nor any nominee of Custodian
shall vote any of the Securities held hereunder by or for the account of the Company except in accordance with Proper Instructions.


 


2.11          Communications
Relating to Securities. The Custodian shall transmit promptly to the Company all written information (including proxies, proxy soliciting
materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the
Custodian, from its agents or its Sub-Custodian or from issuers of the Securities being held for the Company. The Custodian shall have
no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to
the extent it has received timely Proper Instruction from the Company in accordance with the next sentence. The Custodian will not be
liable for any untimely exercise of any right or power in connection with Securities at any time held by the Custodian, its agents or
Sub-Custodian unless:


 


(i)             the
Custodian has received Proper Instructions with regard to the exercise of any such right or power at least three (3) Business Days
prior to the date on which such right or power is to be exercised; and


 


(ii)            the
Custodian, or its agents or Sub-Custodian are in actual possession of such Securities.


 






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Notwithstanding the foregoing, in the event the
Custodian shall receive Proper Instructions with regard to the exercise of any right or power less than three (3) Business Days
prior to the date on which such right or power is to be exercised, the Custodian shall use reasonable efforts to exercise such right
or power as promptly as practicable. It will be the responsibility of the Company to notify the Custodian of the Person to whom such
communications must be forwarded under this Section.


 


2.12          Records.
The Custodian shall create and maintain complete and accurate records relating to its activities under this Agreement with respect to
the Securities, cash or other property held for the Company under this Agreement, as required by Section 31 of the 1940 Act, and
Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Company and shall at all times during the regular
business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Company (including its
independent public accountants) and employees and agents of the Securities and Exchange Commission, upon reasonable request and at least
five Business Days’ prior written notice and at the Company’s expense. The Custodian shall, at the Company’s request,
supply the Company with a tabulation of Securities owned by the Company and held by the Custodian and shall, when requested to do so by
the Company and for such compensation as shall be agreed upon between the Company and the Custodian, include, to the extent applicable,
the certificate numbers in such tabulations, to the extent such information is available to the Custodian. To the extent that the Custodian,
in its sole opinion, is able to do so, the Custodian shall provide assistance to the Company (at the Company’s reasonable request
made from time to time) by providing sub-certifications regarding certain of its services performed hereunder to the Company in connection
with the Company’s certification requirements pursuant to the Sarbanes-Oxley Act of 2002, as amended.


 


2.13          Responsibility
for Property Held by Sub-Custodians. The Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with
(i) Eligible Securities Depositories or (ii) Foreign Sub-Custodians. The Custodian’s responsibility with respect to the
selection or appointment of a Sub-Custodian (other than an affiliate of the Custodian) shall be limited to a duty to exercise reasonable
care and good faith in the selection of such Sub-Custodian in light of prevailing settlement and securities handling practices, procedures
and controls in the relevant market. To the extent permitted by applicable law, the Custodian shall request each Sub-Custodian to identify
on its own books and records that any assets held at such Sub-Custodian by Custodian on behalf of its customers belong to customers of
the Custodian, such that it is readily apparent that such assets do not belong to the Custodian or such Sub-Custodian. With respect to
any costs, expenses, damages, liabilities, or claims (including attorneys’ and accountants’ fees) incurred as a result of
the acts or the failure to act by any Sub-Custodian (other than an affiliate of the Custodian), the Custodian shall take reasonable action
to recover such costs, expenses, damages, liabilities, or claims from such Sub-Custodian; provided that the Custodian’s sole liability
in that regard shall be limited to amounts actually received by it from such Sub-Custodian (exclusive of related costs and expenses incurred
by the Custodian).


 






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3.             DUTIES
OF DOCUMENT CUSTODIAN


 


		(a)	With respect to Loans, Required Loan Documents and other Underlying Loan Documents shall be delivered
to the Custodian in its role as, and at the address identified for, the Document Custodian. All Required Loan Documents shall be held
in safekeeping by the Document Custodian, individually segregated from the securities and investments of any other Person and marked so
as to clearly identify them as the property of the Company.



 


		(b)	In connection with its acquisition of a Loan or other delivery of a Security constituting a Loan, the
Company shall deliver or cause to be delivered to the Document Custodian the Required Loan Documents, including the Loan Checklist.



 


		(c)	The Document Custodian shall release and ship for delivery, or direct its agents or Sub-Custodian to release
and ship for delivery, as the case may be, Required Loan Documents (or other Underlying Loan Documents) of the Company held by the Document
Custodian, its agents or its Sub-Custodian from time to time within five (5) Business Days of its receipt of a Request for Release
(which shall, among other things, specify the Required Loan Documents (or other Underlying Loan Documents) to be released, with such delivery
and other information as may be necessary to enable the Document Custodian to perform (including the delivery method). Any request for
release by the Company shall be in the form of the Request for Release. The Company is authorized to transmit and the Document Custodian
is authorized to accept signed email copies of Requests for Release submitted in the form attached hereto as Exhibit A (or
as otherwise agreed between the Document Custodian and the Company.



 


		(d)	For the avoidance of doubt, the Document Custodian shall have no obligation to review or monitor any Required
Loan Documents or other Underlying Loan Documents but shall only be required to hold those Required Loan Documents or other Underlying
Loan Documents received by it in accordance with this Agreement. Notwithstanding anything to the contrary herein, all rights, protections,
indemnities, immunities and limitations of liabilities provided in this Agreement in favor of, and all obligations and responsibilities
undertaken by, the Custodian under this Agreement shall also apply to the Document Custodian, in each case, as applicable, in order to
give maximum effect to the Document Custodian's contemplated responsibilities hereunder.



 


4.             REPORTING


 


4.1            If
requested by the Company, the Custodian shall render to the Company a monthly report of (i) all deposits to and withdrawals from
the Cash Account during the month, and the outstanding balance (as of the last day of the preceding monthly report and as of the last
day of the subject month) and (ii) an itemized statement of the Securities held pursuant to this Agreement as of the end of each
month, all transactions in the Securities during the month, as well as a list of all Securities transactions that remain unsettled at
that time, and (iii) such other matters as the parties may agree from time to time.


 






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4.2            For
each Business Day, the Custodian shall render to the Company a daily report of (i) all deposits to and withdrawals from the Cash
Account for such Business Day and the outstanding balance as of the end of such Business Day, and (ii) a report of settled and unsettled
trades of Securities for such Business Day, (iii) all holdings as of such Business Day, and (iv) any cash or Securities expected
to have been received in the Cash Account and/or Securities Account on such Business Day which were not received..


 


4.3            The
Custodian shall have no duty or obligation to undertake any market valuation of the Securities under any circumstance.


 


4.4            The
Custodian shall provide the Company, promptly upon request, with such reports as are reasonably available to it and as the Company may
reasonably request from time to time, on the internal accounting controls and procedures for safeguarding securities, which are employed
by the Custodian or any Foreign Sub-custodian appointed pursuant to Section 6.1.


 


4.5            In
accordance with Section 3.12, at the reasonable request of, and at the expense of, the Company, the Custodian agrees to reasonably
cooperate with the Company’s independent public accountants and provide requested information to the extent such information is
reasonably available to the Custodian.


 


5.             DEPOSIT
IN U.S. SECURITIES SYSTEMS


 


The Custodian may deposit and/or maintain Securities
in a Securities System within the United States in accordance with applicable Federal Reserve Board and Securities and Exchange Commission
rules and regulations, including Rule 17f-4 under the 1940 Act, and subject to the following provisions:


 


		(a)	The Custodian may keep domestic Securities in a U.S. Securities System provided that such Securities are
represented in an account of the Custodian in the U.S. Securities System which shall not include any assets of the Custodian other than
assets held by it as a fiduciary, custodian or otherwise for customers;



 


		(b)	The records of the Custodian with respect to Securities which are maintained in a U.S. Securities System
shall identify by book-entry those Securities belonging to the Company;



 


		(c)	If requested by the Company, the Custodian shall provide to the Company copies of all notices received
from the U.S. Securities System of transfers of Securities for the account of the Company; and



 


		(d)	Anything to the contrary in this Agreement notwithstanding, the Custodian shall not be liable to the Company
for any direct loss, damage, cost, expense, liability or claim to the Company resulting from use of any Securities System (other than
to the extent resulting from the gross negligence, misfeasance, fraud or willful misconduct of the Custodian itself, or from failure of
the Custodian to enforce effectively such rights as it may have against the U.S. Securities System).



 






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6.            SECURITIES
HELD OUTSIDE OF THE UNITED STATES


 


6.1            Appointment
of Foreign Sub-custodian. The Company hereby authorizes and instructs the Custodian in its sole discretion to employ one or more Foreign
Sub-custodians to act as Eligible Securities Depositories or as Sub-Custodian to hold the Securities and other assets of the Company maintained
outside the United States, subject to the Company’s approval in accordance with this Section. If the Custodian wishes to appoint
a Foreign Sub-custodian to hold property of the Company subject to this Agreement, it will so notify the Company and provide it with information
reasonably necessary to determine any such new Foreign Sub-custodian’s eligibility under Rule 17f-5 under the 1940 Act, including
a copy of the proposed agreement with such Foreign Sub-custodian. The Company shall at the meeting of its board of directors next following
receipt of such notice and information give a written approval or disapproval, in its discretion, of the proposed action.


 


6.2            Assets
to be Held. The Custodian shall limit the Securities and other assets maintained in the custody of the Foreign Sub-custodian to: (a) Foreign
Securities and (b) cash and cash equivalents in such amounts as the Company (through Proper Instructions) may determine to be reasonably
necessary to effect the Company’s transactions in such investments.


 


6.3            Omnibus
Accounts. The Custodian may hold Foreign Securities and related Proceeds with one or more Foreign Sub-custodians or Eligible Securities
Depositories in each case in a single account with such Foreign Sub-custodian or Securities Depository that is identified as belonging
to the Custodian for the benefit of its customers; provided however, that the records of the Custodian with respect to Securities and
related Proceeds that are property of the Company maintained in such account(s) shall identify by book-entry those Securities and
other property as belonging to the Company.


 


6.4            Reports
Concerning Foreign Sub-custodian. The Custodian will supply to the Company, upon request from time to time, statements in respect
of the Securities held by Foreign Sub-custodians or Eligible Securities Depositories, including an identification of the Foreign Sub-custodians
and Eligible Securities Depositories having physical possession of the Foreign Securities.


 


6.5            Transactions
in Foreign Custody Account. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Securities
received by a Foreign Intermediary for the account of the Company may be effected in accordance with the customary established securities
trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including delivering
securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation
of receiving later payment for such securities from such purchaser or dealer.


 






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6.6            Foreign
Sub-custodian. Each contract or agreement pursuant to which the Custodian employs a Foreign Sub-custodian shall include provisions
that provide: (i) for indemnification or insurance arrangements (or any combination of the foregoing) such that the Company will
be adequately protected against the risk of loss of assets held in accordance with such contract; (ii) that the Company’s assets
will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Foreign Sub-custodian or its creditors
(except a claim of payment for their safe custody or administration) or, in the case of cash deposits, liens or rights in favor of creditors
of the Foreign Sub-custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership for the Company’s
assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that
adequate records will be maintained identifying the assets as belonging to the Company or as being held by a third party for the benefit
of the Company; (v) that the Company’s independent public accountants will be given access to those records or confirmation
of the contents of those records; and (vi) that the Company will receive periodic reports with respect to the safekeeping of the
Company’s assets, including notification of any transfer to or from a Company’s account or a third party account containing
assets held for the benefit of the Company. Such contract may contain, in lieu of any or all of the provisions specified above, such other
provisions that the Custodian determines in its reasonable discretion will provide, in their entirety, the same or a greater level of
care and protection for Company assets as the specified provisions, in their entirety.


 


6.7            Custodian’s
Responsibility for Foreign Sub-custodian.


 


		(a)	With respect to its responsibilities under this Section 6, the Custodian agrees to exercise reasonable
care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Company would exercise. The
Custodian further agrees that the Foreign Securities will be subject to reasonable care, based on the standards applicable to the Custodian
in the relevant market, if maintained with each Foreign Sub-custodian, after considering all factors relevant to the safekeeping of such
assets, including: (i) the Foreign Sub-custodian’s practices, procedures, and internal controls, including the physical protections
available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices;
(ii) whether the Foreign Sub-custodian has the requisite financial strength to provide reasonable care for Company assets; (iii) the
Foreign Sub-custodian’s general reputation and standing and, in the case of Eligible Securities Depository, the Eligible Securities
Depository’s operating history and number of participants; and (iv) whether the Company will have jurisdiction over and be
able to enforce judgments against the Foreign Sub-custodian, such as by virtue of the existence of any offices of the Foreign Sub-custodian
in the United States or the Sub-custodian’s consent to service of process in the United States.



 






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		(b)	At the end of each calendar quarter or at such other times as the Company’s board of directors deems
reasonable and appropriate based on the circumstances of the Company’s foreign custody arrangements, the Custodian shall provide
written reports notifying the board of directors of the Company as to the placement of the Foreign Securities and cash of the Company
with a particular Foreign Sub-custodian and of any material changes in the Company’s foreign custody arrangements. The Custodian
shall promptly take such steps as may be required to withdraw assets of the Company from any Foreign Sub-custodian that has ceased to
meet the requirements of Rule 17f-5 under the 1940 Act.



 


		(c)	The Custodian shall establish a system to monitor the appropriateness of maintaining the Company’s
assets with a particular Foreign Sub-custodian and the performance of the contract governing the Company’s arrangements with such
Foreign Sub-Custodian. To the extent the Custodian holds Foreign Securities and related Proceeds with one or more Eligible Securities
Depositories, the Custodian shall provide the Company with an analysis of the custody risks associated with maintaining assets with such
Eligible Securities Depository and shall monitor such custody risks on a continuing basis and promptly notify the Company of any material
change in these risks. The Custodian agrees to exercise reasonable care, prudence and diligence in performing its obligations under this
clause (c). If the Custodian determines that a custody arrangement with an Eligible Securities Depository no longer meets the requirements
of this Section, the Company’s Foreign Securities must be withdrawn from such depository as soon as reasonably practicable.



 


		(d)	The Custodian’s responsibility with respect to the selection or appointment of a Foreign Sub-custodian
shall be limited to a duty to exercise reasonable care in the selection or retention of such Foreign Intermediaries in light of prevailing
settlement and securities handling practices, procedures and controls in the relevant market. With respect to any costs, expenses, damages,
liabilities, or claims (including attorneys’ and accountants’ fees) incurred as a result of the acts or the failure to act
by any Foreign Sub-custodian, the Custodian shall take reasonable action to recover such costs, expenses, damages, liabilities, or claims
from such Foreign Sub-custodian; provided that the Custodian’s sole liability in that regard shall be limited to amounts actually
received by it from such Foreign Intermediaries (exclusive of related costs and expenses incurred by the Custodian). The Custodian shall
have no responsibility for any act or omission (or the insolvency of) any Securities System (including an Eligible Securities Depository).



 






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7.            CERTAIN
GENERAL TERMS


 


7.1            No
Duty to Examine Financing Documents. Nothing herein shall obligate the Custodian to review or examine the terms of any Financing Document,
underlying instrument, certificate, credit agreement, indenture, loan agreement, promissory note, or other financing document evidencing
or governing any Security or Loan to determine the validity, sufficiency, marketability or enforceability of any Security (and shall have
no responsibility for the genuineness or completeness thereof), or otherwise.


 


7.2            Resolution
of Discrepancies. In the event of any discrepancy between the information set forth in any report provided by the Custodian to the
Company and any information contained in the books or records of the Company, the Company shall promptly notify the Custodian thereof
and the parties shall cooperate to diligently resolve the discrepancy.


 


7.3            Improper
Instructions. Notwithstanding anything herein to the contrary, the Custodian shall not be obligated to take any action (or forebear
from taking any action), which it reasonably determines (at its sole option) to be contrary to the terms of this Agreement or applicable
law. In no instance shall the Custodian be obligated to provide services on any day that is not a Business Day.


 


7.4            Proper
Instructions.


 


		(a)	The Company will give written notice to the Custodian, in form acceptable to the Custodian, specifying
the names and specimen signatures (whether manual, pdf or other electronic signature) of persons authorized to give Proper Instructions
(collectively, “Authorized Persons” and each is an “Authorized Person”) which notice shall be signed
(whether manual, pdf or other electronic signature) by an Authorized Person previously certified to the Custodian. The Custodian shall
be entitled to rely upon the identity and authority of such persons until it receives written notice from an Authorized Person of the
Company to the contrary. The initial Authorized Persons are set forth on Schedule A attached hereto and made a part hereof (as
such Schedule A may be modified from time to time by written notice from the Company to the Custodian). The Custodian shall be
entitled to accept and act upon Proper Instructions sent by unsecured email or other similar unsecured electronic methods. If such person
on behalf of the Company (or the Investment Manager on its behalf) elects to give the Custodian email instructions (or instructions by
a similar electronic method) and the Custodian in its discretion elects to act upon such instructions, the Custodian’s reasonable
understanding of such instructions shall be deemed controlling. The Custodian shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Custodian’s reliance upon and compliance with such instructions notwithstanding such instructions
conflicting with or being inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the
use of such electronic methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian
acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may
be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures
(if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection
in light of its particular needs and circumstances. The Company hereby authorizes and directs the Custodian to accept, rely and act upon
instruction from the Investment Manager, acting on behalf and in the name of the Company for all purposes hereunder, and the Custodian
is authorized to recognize and act upon the instruction of the Investment Manager, acting alone, on behalf and in the stead of the Company
for all purposes hereunder; provided that such authorization and direction may be revoked at any time by an Authorized Person who is an
officer of the Company.



 






     23 


     


    

 


		(b)	The Custodian shall have no responsibility or liability to the Company (or any other person or entity),
and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction
fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with
purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s
operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification
of any Proper Instructions.



 


		(c)	The Company hereby authorizes the Custodian to accept, rely and act upon Proper Instructions from the
Investment Manager acting on behalf and in the name of the Company for all purposes hereunder, and the Custodian is authorized to recognize
and act upon the Proper Instructions of the Investment Manager, acting alone, on behalf and in the stead of the Company for all purposes
hereunder (and each reference in this Agreement to the Company shall be deemed to include and to apply to the Investment Manager).



 


		(d)	The Company hereby directs the Custodian to accept instructions sent pursuant to secure financial messaging
services provided by SWIFT (“SWIFT Transmissions”) as Proper Instructions for all purposes hereunder. The Company instructs
the Custodian to accept and process SWIFT Transmissions initiated by the Company (or the Advisor on its behalf) to the same extent that
written wire transfer instructions are accepted and processed by the Custodian. The Custodian may conclusively rely on SWIFT Transmissions
to release payments as instructed, subject to any verification of information as requested by the Custodian, including the call back process
to an individual designated by the Company as authorized to provide such verification. The Custodian may also request, and the Company
will provide, an additional signed direction (whether by manual,.pdf or other electronic signature) in order for the Custodian to make
such payment in connection with any SWIFT Transmission. For purposes of compliance with any incumbency certificate of the Company, all
instructions received by the Custodian through the methodology described herein shall be deemed in compliance with the procedures outlined
therein (to the extent applicable).



 






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7.5            Actions
Permitted Without Express Authority. The Custodian may, at its discretion, without express authority from the Company:


 


		(a)	make payments to itself as described in or pursuant to Section 3.9(b), or to make payments to itself
or others for undisputed, minor, reasonable out-of-pocket expenses of handling Securities or other similar items relating to its duties
under this Agreement, provided that (i) the Custodian shall have first invoiced or billed the Company for such amounts and the Company
shall have failed to pay and/or dispute such amounts within thirty (30) days after the date of such invoice or bill, and (ii) all
such payments shall be accounted for to the Company;



 


		(b)	surrender Securities in temporary form for Securities in definitive form;



 


		(c)	endorse for collection cheques, drafts and other negotiable instruments; and



 


		(d)	in general, except as otherwise directed in Proper Instructions, attend to all nondiscretionary details
in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the Securities and property of the Company.



 


7.6            Evidence
of Authority. The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate instrument or
paper reasonably believed by it to be genuine and to have been properly executed (whether manual, pdf or other electronic signature) or
otherwise given by or on behalf of the Company by an Authorized Person. The Custodian may receive and accept a certificate signed (whether
manual, pdf or other electronic signature) by any Authorized Person as conclusive evidence of:


 


		(a)	the authority of any person to act in accordance with such certificate; or



 


		(b)	any determination of or any action by the Company as described in such certificate,



 


and such certificate may be considered
as in full force and effect until receipt by the Custodian of written notice to the contrary from an Authorized Person of the Company.


 


7.7            Receipt
of Communications. Any communication received by the Custodian on a day which is not a Business Day or after 3:30 p.m., Eastern time
(or such other time as is agreed by the Company and the Custodian from time to time), on a Business Day will be deemed to have been received
on the next Business Day (but in the case of communications so received after 3:30 p.m., Eastern time, on a Business Day, the Custodian
will use its reasonable efforts to process such communications as soon as possible after receipt).


 


7.8            Actions
on the Loans. The Custodian shall have no duty or obligation hereunder to take any action on behalf of the Company, to communicate
on behalf of the Company, to collect amounts or proceeds in respect of, or otherwise to interact or exercise rights or remedies on behalf
of the Company, with respect to any of the Loans. All such actions and communications are the responsibility of the Company.


 






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8.            COMPENSATION
OF CUSTODIAN


 


8.1            Fees.
The Custodian and the Document Custodian shall be entitled to compensation for their services in accordance with the terms of that certain
fee letter dated as ________ 2022 (the “Fee Letter”), between the Company and the Custodian.


 


8.2            Expenses.
The Company agrees to pay or reimburse to the Custodian and the Document Custodian upon its request from time to time all reasonable,
out-of-pocket costs, disbursements, advances, expenses and indemnification amounts (including reasonable and documented out-of-pocket
fees and expenses of legal counsel, incurred, and any disbursements and advances made (including any account overdraft resulting from
any settlement or assumed settlement, provisional credit, chargeback, returned deposit item, reclaimed payment or claw-back, or the like),
in connection with the preparation, execution or enforcement of this Agreement, or in connection with the transactions contemplated hereby
or the administration of this Agreement or performance by the Custodian or the Document Custodian, as applicable, of its duties and services
under this Agreement, from time to time (including costs and expenses of any action deemed necessary by the Custodian or the Document
Custodian to collect any amounts owing to it under this Agreement).


 


9.            RESPONSIBILITY
OF CUSTODIAN


 


9.1            General
Duties. The Custodian shall have no duties, obligations or responsibilities under this Agreement or with respect to the Securities
or Proceeds except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the
Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall
be read into this Agreement against, or on the part of, the Custodian.


 


9.2            Instructions.


 


		(a)	The Custodian shall be entitled to refrain from taking any action unless it has such instruction (in the
form of Proper Instructions) from the Company as it reasonably deems necessary, and shall be entitled to require, upon notice to the Company,
that Proper Instructions to it be in writing. The Custodian shall have no liability for any action (or forbearance from action) taken
pursuant to the Proper Instruction of the Company.



 


		(b)	Whenever the Custodian is entitled or required to receive or obtain any communications or information
pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably
acceptable to it and otherwise in accordance with any applicable terms of this Agreement; and whenever any report or other information
is required to be produced or distributed by the Custodian, it shall be in form, content and medium reasonably acceptable to it and the
Company, and otherwise in accordance with any applicable terms of this Agreement.



 






     26 


     


    

 


9.3            General
Standards of Care. Notwithstanding any terms herein contained to the contrary, the acceptance by the Document Custodian and the Custodian
of each of their appointments hereunder is expressly subject to the following terms, which shall govern and apply to each of the terms
and provisions of this Agreement (whether or not so stated therein):


 


		(a)	Each of the Custodian and the Document Custodian may rely on and shall be protected in acting or refraining
from acting upon any written notice, instruction, statement, certificate, request, waiver, consent, opinion, report, receipt or other
paper, electronic communication or document furnished to it (including any of the foregoing provided to it by electronic means), not only
as to its due execution and validity, but also as to the truth and accuracy of any information therein contained, which it in good faith
believes to be genuine and signed (whether manual, pdf or other electronic signature), sent or presented by the proper person (which in
the case of any instruction from or on behalf of the Company shall be an Authorized Person); and the Custodian and the Document Custodian
shall be entitled to presume the genuineness and due authority of any signature (whether manual, pdf or other electronic signature) appearing
thereon. Neither the Custodian nor the Document Custodian shall be bound to make any independent investigation into the facts or matters
stated in any such notice, instruction, statement, certificate, request, waiver, consent, opinion, report, receipt, electronic communication
or other paper or document.



 


		(b)	Neither the Custodian, the Document Custodian nor any of their directors, officers or employees shall
be liable to anyone for any error of judgment, or for any act done or step taken or omitted to be taken by it (or any of its directors,
officers or employees), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith,
unless such action or inaction constitutes gross negligence, willful misconduct, fraud or bad faith on its part and in breach of the terms
of this Agreement. Neither the Custodian nor the Document Custodian shall be liable for any action taken by it in good faith and reasonably
believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed
hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. Neither the
Custodian nor the Document Custodian shall be under any obligation at any time to ascertain whether the Company is in compliance with
the 1940 Act, the regulations thereunder, or the Company’s investment objectives and policies then in effect. For avoidance of doubt,
the Custodian shall not be under any obligation to determine whether any investment constitutes an Eligible Investment under this Agreement.



 


		(c)	In no event shall the Custodian and/or the Document Custodian be liable hereunder for any indirect, incidental,
special, punitive or consequential damages (including lost profits or diminution of value), whether or not it has been advised of the
likelihood of such damages.



 






     27 


     


    

 


		(d)	The Custodian and the Document Custodian may consult with, and obtain advice from, legal counsel selected
in good faith with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto,
and the written opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by the Custodian and/or the Document Custodian in good faith in accordance with the opinion and directions of such
counsel; the reasonable cost of such services shall be reimbursed pursuant to Section 8.2 above.



 


		(e)	Neither the Custodian nor the Document Custodian shall be deemed to have notice of any fact, claim or
demand with respect hereto unless actually known or reasonably should have been known by an officer working in its Fund Custody group
and charged with responsibility for administering this Agreement or unless (and then only to the extent) received in writing by the Custodian
or the Document Custodian at the applicable address(es) as set forth in Section 15 hereof and specifically referencing this Agreement.



 


		(f)	No provision of this Agreement shall require either the Custodian or the Document Custodian to expend
or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any
financial or other liability unless it shall be furnished with acceptable indemnification. Nothing herein shall obligate the Custodian
or the Document Custodian to commence, prosecute or defend legal proceedings in any instance, whether on behalf of the Company or on its
own behalf or otherwise, with respect to any matter arising hereunder, or relating to this Agreement or the services contemplated hereby.



 


		(g)	The permissive right of the Custodian or the Document Custodian to take any action hereunder shall not
be construed as duty.



 


		(h)	The Custodian and the Document Custodian may each act or exercise its duties or powers hereunder through
agents, Sub-Custodians or attorneys, and the Custodian and the Document Custodian shall not be liable or responsible for the actions or
omissions of any such agent, Sub-Custodian or attorney appointed with due care.



 


		(i)	All indemnifications contained in this Agreement in favor of the Custodian and the Document Custodian
shall survive the termination of this Agreement or the earlier resignation or removal of the Custodian and/or the Document Custodian.



 






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9.4            Indemnification.


 


		(a)	The Company shall and does hereby indemnify and hold harmless each of the Custodian, the Document Custodian
and each of its officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified
Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable
and documented out-of-pocket attorney’s fees and expenses), and any and all losses, damages, claims (whether brought by or involving
the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought
by or involving any third party or the Company and whether direct, indirect or consequential, as a result of or arising from or in any
way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without
limitation the Company or any Subsidiary, and any advances or disbursements made by the Custodian or the Document Custodian (including
in respect of any Account overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed
payment, claw-back or the like), as a result of, relating to, or arising out of this Agreement, or the administration or performance of
the Custodian’s and the Document Custodian’s duties hereunder, the enforcement of any provision of this Agreement or the relationship
between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian and the Document Custodian created hereby,
other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s or the Document
Custodian’s own action or inaction constituting gross negligence, fraud or willful misconduct.



 


The Custodian shall have and is hereby granted
a continuing lien upon and security interest in, and right of set-off against, the Account, and any funds (and investments in which such
funds may be invested) held therein or credited thereto from time to time, whether now held or hereafter required, and all proceeds thereof,
to secure the payment of any amounts that may be owing to the Custodian under or pursuant to the terms of this Agreement, whether now
existing or hereafter arising.


 


9.5            Force
Majeure. Without prejudice to the generality of the foregoing, the Custodian and the Document Custodian shall be without liability
to the Company for any damage or loss resulting from or caused by events or circumstances beyond the Custodian’s and the Document
Custodian’s reasonable control including nationalization, expropriation, currency restrictions, the interruption, disruption or
suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures
or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance,
acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events
or acts; errors by the Company (including any Authorized Person) in its instructions to the Custodian or the Document Custodian; or changes
in applicable law, regulation or orders.


 


10.            SECURITY
CODES


 


If the Custodian or Document Custodian issues
to the Company security codes, passwords or test keys in order that it may verify that certain transmissions of information, including
Proper Instructions, have been originated by the Company, the Company shall take all commercially reasonable steps to safeguard any security
codes, passwords, test keys or other security devices which the Custodian or Document Custodian shall make available.


 






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11.            TAX
LAW


 


11.1            Domestic
Tax Law. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Company or the
Custodian as custodian of the Securities or the Proceeds, by the tax law of the United States or any state or political subdivision thereof.
The Custodian shall be kept indemnified by and be without liability to the Company for such obligations including taxes, (but excluding
any income taxes assessable in respect of compensation paid to the Custodian pursuant to this Agreement) withholding, certification and
reporting requirements, claims for exemption or refund, additions for late payment interest, penalties and other expenses (including legal
expenses) that may be assessed against the Company, or the Custodian as custodian of the Securities or Proceeds.


 


11.2            Foreign
Tax Law. It shall be the responsibility of the Company to notify the Custodian of the obligations imposed on the Company, or the Custodian
as custodian of any foreign securities or related Proceeds, by the tax law of foreign (e.g., non-U.S.) jurisdictions, including responsibility
for withholding and other taxes, assessments or other government charges, certifications and government reporting. The sole responsibility
of the Custodian with regard to such tax law shall be to use reasonable efforts to cooperate with the Company with respect to any claims
for exemption or refund under the tax law of the jurisdictions for which the Company has provided such information.


 


12.            EFFECTIVE
PERIOD AND TERMINATION


 


12.1            Effective
Date. This Agreement shall become effective as of its due execution (whether manual, pdf or other electronic signature) and delivery
by each of the parties. This Agreement shall continue in full force and effect until terminated as hereinafter provided. This Agreement
may only be amended by mutual written agreement of the parties hereto. This Agreement may be terminated by the Custodian or the Company
pursuant to Section 12.2.


 


12.2            Termination.
This Agreement shall terminate upon the earliest of (a) occurrence of the effective date of termination specified in any written
notice of termination given by any party to the other not later than sixty (60) days prior to the effective date of termination specified
therein, and (b) such other date of termination as may be mutually agreed upon by the parties in writing.


 


12.3            Resignation.
The Custodian and/or the Document Custodian may at any time resign under this Agreement by giving not less than sixty (60) days advance
written notice thereof to the Company. The Company may at any time remove the Custodian and/or the Document Custodian under this Agreement
by giving not less than sixty (60) days advance written notice to the Custodian or Document Custodian, as applicable.


 






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12.4            Successor.
Prior to the effective date of termination of this Agreement, or the effective date of the resignation or removal of the Custodian, as
the case may be, the Company shall give Proper Instruction to the Custodian designating a successor Custodian, if applicable. The Custodian
shall, upon receipt of Proper Instruction from the Company (i) deliver directly to the successor Custodian all Securities (other
than Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Company and held by the Custodian as
custodian, and (ii) transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit
of the Company at the successor Custodian, provided that the Company shall have paid to the Custodian all fees, expenses and other amounts
to the payment or reimbursement of which it shall then be entitled. In addition, the Custodian shall, at the expense of the Company, transfer
to each successor all relevant books, records, correspondence, and other data established or maintained by the Custodian under the Agreement
(if such form differs from the form in which the Custodian has maintained the same, the Company shall pay any reasonable and documented
expenses associated with transferring the data to such form) and will cooperate in the transfer of such duties and responsibilities. Upon
such delivery and transfer, the Custodian shall be relieved of all obligations under this Agreement.


 


12.5            Payment
of Fees, etc. Upon termination of this Agreement or resignation of the Custodian and/or the Document Custodian, the Company shall
pay to each of the Custodian and Document Custodian such compensation, and shall likewise reimburse each of the Custodian and Document
Custodian for its costs, expenses and disbursements, as may be due as of the date of such termination or resignation (or removal, as the
case may be). All indemnifications in favor of the Custodian and the Document Custodian under this Agreement shall survive the termination
of this Agreement, or any resignation or removal of the Custodian or the Document Custodian, as applicable.


 


12.6            Final
Report. In the event of any resignation or removal of the Custodian, the Custodian shall provide to the Company a complete final report
or data file transfer of any Confidential Information as of the date of such resignation or removal.


 


13.            REPRESENTATIONS
AND WARRANTIES


 


13.1            Representations
of the Company. The Company represents, warrants and covenants to the Custodian that:


 


		(a)	it has the power and authority to enter into and perform its obligations under this Agreement, and it
has duly authorized, executed and delivered this Agreement so as to constitute its valid and binding obligation;



 


		(b)	in giving any instructions which purport to be “Proper Instructions” under this Agreement,
the Company will act in accordance with the provisions of its articles of incorporation and bylaws and any applicable laws and regulations.



 






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		(c)	the Company is not a Plan-Assets Vehicle (as defined below); (ii) the Company is not subject to the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (iii) the aggregate interest in any class
of equity interests by any benefit plan investors (as such term is interpreted under ERISA) for whose benefit or account the Accounts
for such Company is held does not equal or exceed 25% of the outstanding interests; and neither the portfolio of the Securities or the
Accounts for such Company is deemed to be assets of an employee benefit plan which is subject to ERISA. If for any reason the Company
breaches or otherwise fails to comply with any of the foregoing representations, warranties, or covenants, then (i) the Custodian’s
duties hereunder with respect to such Company terminates immediately upon such breach, regardless of whether the Custodian received notice
of such breach or provided notice of termination, (ii) the Company will promptly notify the Custodian of such breach, (iii) the
Company acknowledges that the Custodian does not act as investment manager of the Securities or the Accounts and (iv) the Company
acknowledges that the Custodian does not provide any services as a “fiduciary” with respect to the Company within the meaning
of ERISA §3(21). For purposes herein, “Plan-assets Vehicle” means an investment contract, product, or entity that
holds plan assets (as determined pursuant to ERISA §§3(42) and 401 and 29 CFR §2510.3-101.



 


13.2            Representations
of the Custodian. Each of the Custodian and the Document Custodian hereby represents and warrants to the Company that:


 


		(a)	it has the power and authority to enter into and perform its obligations under this Agreement;



 


		(b)	it has duly authorized, executed and delivered this Agreement so as to constitute its valid and binding
obligations;



 


		(c)	it is qualified to act as a custodian pursuant to Sections 17(f) and 26(a)(1) of the 1940 Act;
and



 


		(d)	that it maintains business continuity policies and standards that include data file backup and recovery
procedures that comply with all applicable regulatory requirements.



 


14.            PARTIES
IN INTEREST; NO THIRD PARTY BENEFIT


 


This Agreement is not intended for, and shall
not be construed to be intended for, the benefit of any third parties and may not be relied upon or enforced by any third parties (other
than successors and permitted assigns pursuant to Section 20).


 






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15.            NOTICES


 


Any Proper Instructions shall be given to the
following address (or such other address as either party may designate by written notice to the other party), and otherwise any notices,
approvals and other communications hereunder shall be sufficient if made in writing and given to the parties at the following address
(or such other address as either of them may subsequently designate by notice to the other), given by (i) certified or registered
mail, postage prepaid, (ii) recognized courier or delivery service, or (iii) electronic mail, with a duplicate sent on the same
day by first class mail, postage prepaid:



 


		(a)	if to the Company or any Subsidiary, to



 


Redwood Enhanced Income Corp.


c/o Redwood Capital Management, LLC


250 West 55th Street


New York, NY 10019


Attention: Chief Compliance Officer


Email: abensley@redwoodcap.com


Telephone: (212) 970-1400


 


		(b)	if to the Custodian or Document Custodian, to



 


U.S. Bank Global Corporate
Trust Services


1719 Otis Way


Florence, South Carolina 29501


Attention: Document Custody
Services Receiving Unit


Reference: Redwood Enhanced
Income Corp


Email: dcsflorencescreleases@usbank.com


 


16.            PROPRIETARY
AND CONFIDENTIAL INFORMATION


 


Each party (in such capacity, the “Receiving
Party”) shall keep confidential any non-public information relating to the other party’s business disclosed by or on behalf
of such other party (in such capacity, the “Disclosing Party”, and all such information collectively, “Confidential
Information”), and shall use any such Confidential Information only in furtherance of its performance hereunder. Confidential Information
may include: (i) any data or information that is competitively sensitive material, and not generally known to the public, including,
but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles,
customer lists, sales estimates, business plans, and internal performance results relation to the past, present or future business activities
of the Disclosing Party, its respective subsidiaries and affiliated companies; (ii) any scientific or technical information, design,
process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the
Disclosing Party a competitive advantage of its competitors; (iii) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code, flow charts, databases, documentation, reports, data, specifications,
computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable
or copyrightable; and (iv) anything designated as confidential. Confidential Information shall not include information which (i) is
disclosed in a publication available to the public, is otherwise in the public domain at the time of disclosure, or becomes publicly known
through no breach of the terms hereof by the Receiving Party, (ii) is obtained by the Receiving Party in good faith from a third
party source having the right to disclose such information, or (iii) was known by the Receiving Party, without any obligation of
confidentiality, prior to the disclosure of such information. Notwithstanding anything to the contrary herein, the Receiving Party may
disclose Confidential Information to its affiliates and its and their directors, officers, employees, attorneys, accountants, agents or
advisors who have a need to know such information in the course of the performance of its duties hereunder and are required to comply
with the confidentiality obligations under this Section 16, provided, however, that the Receiving Party shall be responsible for
the Compliance by the Receiving Party with such obligations.


 






     33 


     


    

 


The Receiving Party may disclose Confidential
Information to the extent and as required by applicable law or regulation in connection with oral questions, interrogatories, requests
for information or documents, subpoena, civil investigative demand, any informal or formal investigation by any regulatory authority to
whose jurisdiction Receiving Party is subject, or pursuant to a judicial, administrative or legal proceeding in which either party is
involved.


 


17.            CHOICE
OF LAW AND JURISDICTION


 


This Agreement shall be construed, and the provisions
thereof interpreted under and in accordance with and governed by the laws of the State of New York for all purposes (without regard to
its choice of law provisions); except to the extent such laws are inconsistent with federal securities laws, including the 1940 Act, in
which case such federal securities laws shall govern. All actions and proceedings relating to or arising from, directly or indirectly,
this Agreement may be brought in New York State or U.S. federal courts located within the City of New York, State of New York and the
Company and the Custodian hereby submit to personal jurisdiction of such courts for such actions or proceedings. The Company and the Custodian
each hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury and any objection to laying
of venue in such courts on grounds of forum nonconveniens in respect of any claim based upon, arising out of or in connection with this
Agreement. No actions or proceedings relating to or arising from, directly or indirectly, this Agreement shall be brought in a forum outside
of the United States of America.


 


18.            ENTIRE
AGREEMENT; COUNTERPARTS


 


18.1            Complete
Agreement. This Agreement constitutes the complete and exclusive agreement of the parties with regard to the matters addressed herein
and supersedes and terminates as of the date hereof, all prior agreements, acknowledgements or understandings, oral or written between
the parties to this Agreement relating to such matters.


 


18.2            Counterparts.
This Agreement may be executed (whether manual, pdf or other electronic signature) in any number of counterparts and all counterparts
taken together shall constitute one and the same instrument.


 






     34 


     


    

 


18.3            Electronic
Signatures. The exchange of copies of this Agreement and of signature pages by pdf or other electronic transmission shall constitute
effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.
Signatures of the parties transmitted by pdf shall be deemed to be their original signatures for all purposes. By executing this Agreement,
the Company hereby acknowledges and agrees, and directs the Custodian to acknowledge and agree and the Custodian does hereby acknowledge
and agree, that execution of this Agreement, any Proper Instructions and any other notice, form or other document executed by the Company
or the Custodian in connection with this Agreement, by electronic signature (including, without limitation, any .pdf file, .jpeg file
or any other electronic or image file, or any other “electronic signature” as defined under E-SIGN or ESRA, including Orbit,
Adobe Sign, DocuSign, or any other similar platform identified by the Company and reasonably available at no undue burden or expense to
the Custodian) shall be permitted hereunder notwithstanding anything to the contrary herein and such electronic signatures shall be legally
binding as if such electronic signatures were handwritten signatures. Any electronically signed document delivered via email from a person
purporting to be an Authorized Person shall be considered signed or executed by such Authorized Person on behalf of the Company. The Company
also hereby acknowledges that the Custodian shall have no duty to inquire into or investigate the authenticity or authorization of any
such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect
thereto.


 


19.            AMENDMENT;
WAIVER


 


19.1            Amendment.
This Agreement may not be amended except by an express written instrument duly executed by each of the Company and the Custodian.


 


19.2            Waiver.
In no instance shall any delay or failure to act be deemed to be or effective as a waiver of any right, power or term hereunder, unless
and except to the extent such waiver is set forth in an express written instrument signed by the party against whom it is to be charged.


 


20.            SUCCESSOR
AND ASSIGNS


 


20.1            Successors
Bound. The covenants and agreements set forth herein shall be binding upon and inure to the benefit of each of the parties and their
respective successors and permitted assigns. Neither party shall be permitted to assign their rights under this Agreement without the
written consent of the other party; provided, however, that the foregoing shall not limit the ability of the Custodian of the Document
Custodian to delegate certain duties or services to or perform them through agents or attorneys appointed with due care as expressly provided
in this Agreement, provided further, that such delegation, or employment of agents and attorneys shall not relieve the Custodian of any
of its obligations and duties hereunder.


 


20.2            Merger
and Consolidation. Any corporation or association into which the Custodian or Document Custodian may be merged or converted or with
which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Custodian
or Document Custodian, as applicable, shall be a party, or any corporation or association to which the Custodian transfers all or substantially
all of its corporate trust business (with respect to the Custodian) or document custody business (with respect to the Document Custodian),
shall be the successor of the Custodian or Document Custodian, as applicable, as applicable hereunder, and shall succeed to all of the
rights, powers and duties of the Custodian or Document Custodian, as applicable, hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, subject in all cases to all representations, warranties, covenants and obligations
made by the Custodian and Document Custodian hereunder. For avoidance of doubt, no corporation or association (as described above) shall
succeed to the rights, powers and duties of the Custodian and/or Document Custodian hereunder unless it is a qualified custodian pursuant
to Sections 17(f) and 26(a)(1) of the 1940 Act.


 






     35 


     


    

 


21.            SEVERABILITY


 


The terms of this Agreement are hereby declared
to be severable, such that if any term hereof is determined to be invalid or unenforceable, such determination shall not affect the remaining
terms.


 


22.            REQUEST
FOR INSTRUCTIONS


 


If, in performing its duties under this Agreement,
the Custodian is required to decide between alternative courses of action, the Custodian may (but shall not be obliged to) request written
instructions from the Company as to the course of action desired by it. If the Custodian does not receive such instructions within two
(2) Business Days after it has requested them, the Custodian may, but shall be under no duty to, take or refrain from taking any
such courses of action. The Custodian shall act in accordance with instructions received from the Company in response to such request
after such two (2) Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent
with such instructions.


 


23.            OTHER
BUSINESS


 


Nothing herein shall prevent the Custodian, the
Document Custodian or any of their affiliates from engaging in other business, or from entering into any other transaction or financial
or other relationship with, or receiving fees from or from rendering services of any kind to the Company or any other Person. Nothing
contained in this Agreement shall constitute the Company and/or the Custodian or the Document Custodian (and/or any other Person) as members
of any partnership, joint venture, association, syndicate, unincorporated business or similar assignment as a result of or by virtue of
the engagement or relationship established by this Agreement.


 


24.            REPRODUCTION
OF DOCUMENTS


 


This Agreement and all schedules, exhibits, attachments
and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar
process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial
or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in
the regular course of business, and that any enlargement, electronic or further production shall likewise be admissible in evidence.


 


25.            MISCELLANEOUS


 


The Company acknowledges receipt of the following
notice:


 


“IMPORTANT INFORMATION ABOUT PROCEDURES
FOR OPENING A NEW ACCOUNT.


 


To help the government fight the
funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information
that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal
entity the Custodian will ask for documentation to verify its formation and existence as a legal entity. The Custodian may also ask to
see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity
or other relevant documentation.”


 


[PAGE INTENTIONALLY ENDS HERE. SIGNATURES APPEAR
ON NEXT PAGE.]


 






     36 


     


    

 


IN WITNESS WHEREOF, each of
the parties has caused this Agreement to be executed and delivered by a duly authorized officer, intending the same to take effect as
of the date first written above.


 


	 	REDWOOD ENHANCED INCOME CORP.
	 
	 	By: _________________________________________________________
	 	Name:
	 	Title:
	 
	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	By: _________________________________________________________
	 	Name:
	 	Title:




 


[Signature Page to Custody Agreement]


 






      


     


    

 


SCHEDULE
A


 


Any of the following persons
(each acting singly) shall be an Authorized Person (as this list may subsequently be modified by the Company from time to time by written
notice to the Custodian):


 


	NAME	TITLE	SPECIMEN SIGNATURE	EMAIL	TELEPHONE
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






      


     


    

 


 


 


EXHIBIT A


 


REQUEST FOR RELEASE


 


Request for Release of Documents


 


	
    U.S. Bank National Association

    _______________________

    _______________________

    Ref: _____________
	
    Attention: _______________________

    Email: _______________________

    Fax: _______________________



 


 


RE: Custody Agreement, dated as of February 28,
2022 (the “Custody Agreement”) between Redwood Enhanced Income Corp., (the “Company”) and U.S. Bank National Association,
as custodian and as document custodian (the “Document Custodian”)


 


Pursuant to Section 3
of the Custody Agreement, we request the release of the Collateral Files relating to the Collateral listed on the attached Excel spreadsheet
for the reason indicated below:


 


Reason
for Requesting Documents (Check One):


 


	 	1) Collateral Paid in Full
	 	2) Collateral being Substituted
	 	3) Collateral being Liquidated by Company
	 	
    4) Other- Description Needed Below 

    



 


 


	Company:	 
	Authorized Representative:	 
	Name (Printed):	 
	Title (Printed):	 
	Date:	 
	Phone:	 



 


 






    A-1  


     


    

 


	File Delivery Instructions – Address Needed	 
	
     

     

     

     

     

     

     
	 


 


Upon Completion of Request, for Release, please scan and email the
request to the appropriate DCS Vault Location.


 


If applicable, please indicate if the request is a “Rush”
in the subject line. Please fax the form if you do not have access to email.


 


	Florence:	dcsflorencescreleases@usbank.com
	 	 
	Frederick:	electronic.release.requests@usbank.com
	 	 
	Jacksonville:	dcsctsjacksonville.requests@usbank.com
	 	 
	Saint Paul:	dcs@usbank.com
	 	 
	St. Petersburg:	documentcustody.stpete@usbank.com
	 	 
	Rocklin:	dcs-rocklin@usbank.com
	 	 
	Tempe:	tempe.dcs.request@usbank.com


 






    A-2